Jazz Pharmaceuticals, Inc. and Azur Pharma Limited announced that the companies have agreed to combine in an all-stock transaction that creates a specialty pharmaceutical company incorporated in Ireland with a diversified portfolio of products currently marketed in the United States (US). The combined company would be named Jazz Pharmaceuticals plc.

Azur Pharma is a privately-held, profitable specialty pharmaceutical company headquartered in Dublin, Ireland with US operations in Philadelphia. The company markets ten specialty pharmaceutical products in the US in the central nervous system (CNS) and women's health areas, with expected 2011 net sales of approximately $95 to $100 million.

“This significant transaction represents a compelling strategic fit, given our companies' closely aligned missions of identifying and developing products that address unmet patient needs and can be efficiently marketed through a specialty commercial infrastructure,” said Bruce Cozadd, chairman and chief executive officer of Jazz Pharmaceuticals. “Our combined organizations would have a diverse portfolio of products and an international platform, paving the way for long term growth that builds on our current strengths. We look forward to working with our colleagues at Azur Pharma to join our two companies into one that is even stronger, creating value for our stockholders while serving more patients.”

Seamus Mulligan, chairman and chief executive officer of Azur Pharma added, “This combination brings together two successful businesses and cultures in a larger company better situated to compete in the specialty pharmaceutical sector. The combined company would have greater operational and financial resources to enable its strategy to acquire and develop important specialty pharmaceutical products.”

The combined company is expected to have a diversified revenue base from 12 products currently marketed in the US in the CNS and women's health areas. These include Jazz Pharmaceuticals' currently marketed products, Xyrem (indicated to treat the two key symptoms of narcolepsy) and Luvox CR (indicated to treat obsessive compulsive disorder), and the Azur Pharma marketed product portfolio which includes Prialt (indicated for refractory severe chronic pain), FazaClo (indicated for treatment resistant schizophrenia), two additional CNS products and a portfolio of women's health products led by Elestrin (for vasomotor symptoms associated with menopause). The combined company would also have a pipeline of lower-risk development programs including line extensions for the clozapine franchise and certain branded women's health products.

The combined company, Jazz Pharmaceuticals plc, is expected to have revenues of more than $475 million and generate cash of more than $200 million in the first 12 months following closing. The company would also have a strong balance sheet, with no debt and approximately $250 million in cash expected at closing.

Upon completion of the merger, shareholders of Jazz Pharmaceuticals, Inc. would own slightly under 80 percent of Jazz Pharmaceuticals plc, and Azur Pharma shareholders would own slightly over 20 percent. Shareholders of Jazz Pharmaceuticals, Inc. would receive one ordinary share of Jazz Pharmaceuticals plc in exchange for each share of Jazz Pharmaceuticals, Inc. common stock they own at closing. The combined company is expected to have a capitalization of approximately 60 million fully diluted shares. Jazz Pharmaceuticals plc would be a Securities and Exchange Commission reporting company, and its shares would trade on NASDAQ. The transaction will be taxable to the Jazz Pharmaceuticals, Inc. US shareholders.

Bruce Cozadd, chairman and CEO of Jazz Pharmaceuticals, Inc., would be chairman and CEO of Jazz Pharmaceuticals plc, and current officers of Jazz Pharmaceuticals, Inc. would be officers of the combined company. Seamus Mulligan, chairman and CEO of Azur Pharma, would be a member of the board the directors of Jazz Pharmaceuticals plc along with the current directors of Jazz Pharmaceuticals, Inc. He would also serve as Chief Business Officer, International Business Development, for Jazz Pharmaceuticals plc. Other Azur Pharma executives would join the executive team of Jazz Pharmaceuticals, Inc. in important leadership and management roles for the combined company.

The transaction, which has been approved by the boards of directors of both companies, is subject to approvals by Jazz Pharmaceuticals, Inc. and the satisfaction of customary closing conditions and regulatory approvals, including antitrust approval in the US. The transaction is expected to close during the first quarter of 2012.

Certain affiliates of Jazz Pharmaceuticals, Inc. who hold approximately 43 percent of the outstanding shares of common stock of Jazz Pharmaceuticals, Inc., and certain shareholders of Azur Pharma who hold approximately 99 percent of the outstanding ordinary shares of Azur Pharma, have agreed to vote in favour of and take necessary actions on matters related to the transaction.

Jazz Pharmaceuticals' financial advisor for the transaction is J.P. Morgan Securities LLC, and its legal advisors are Cooley LLP, Baker & McKenzie and A&L Goodbody (Dublin).

Azur Pharma's financial advisor for the transaction is Lazard and its legal advisors are Mayer Brown LLP, McCann FitzGerald and ByrneWallace (Dublin).

Jazz Pharmaceuticals, Inc. is a specialty pharmaceutical company that identifies, develops and commercializes innovative treatments for important, underserved markets in neurology and psychiatry.